OKTA

okta-20251202false000166013400016601342025-12-022025-12-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) December 2, 2025

Okta, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3804426-4175727 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

100 First Street, Suite 600 San Francisco, California 94105 (Address of principal executive offices)

(888) 722-7871 (Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A common stock, par value $0.0001 per shareOKTAThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition On December 2, 2025, Okta, Inc. ("Okta" or the "Company") issued a press release announcing its financial results for the fiscal quarter ended October 31, 2025.

A copy of the press release is attached as Exhibit 99.1.

Item 7.01 - Regulation FD Disclosures On December 2, 2025, the Company posted supplemental investor materials on its investor.okta.com website. The Company uses its investor.okta.com website and okta.com/blog websites (including the Security Blog, Okta Developer Blog and Auth0 Developer Blog) as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s investor relations and okta.com/blog websites in addition to following its press releases, SEC filings and public conference calls and webcasts.

The information furnished in the current report on Form 8-K and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits (d) Exhibits

Exhibit Number Description 99.1 Press release dated December 2, 2025, issued by Okta, Inc.

104Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 2nd day of December 2025.

Okta, Inc.

By:/s/ Brett Tighe Name:Brett Tighe Title:Chief Financial Officer (Principal Financial Officer)

okta-20250826false000166013400016601342025-08-262025-08-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) August 26, 2025

Okta, Inc. (Exact name of registrant as specified in its charter)

Delaware001-3804426-4175727 (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

100 First Street, Suite 600 San Francisco, California 94105 (Address of principal executive offices)

(888) 722-7871 (Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A common stock, par value $0.0001 per shareOKTAThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition On August 26, 2025, Okta, Inc. ("Okta" or the "Company") issued a press release announcing its financial results for the fiscal quarter ended July 31, 2025.

A copy of the press release is attached as Exhibit 99.1.

Item 7.01 - Regulation FD Disclosures On August 26, 2025, the Company posted supplemental investor materials on its investor.okta.com website. The Company uses its investor.okta.com website and okta.com/blog websites (including the Security Blog, Okta Developer Blog and Auth0 Developer Blog) as a means of disclosing material non-public information, announcing upcoming investor conferences and for complying with its disclosure obligations under Regulation FD. Accordingly, investors should monitor the Company’s investor relations and okta.com/blog websites in addition to following its press releases, SEC filings and public conference calls and webcasts.

The information furnished in the current report on Form 8-K and in the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 8.01 - Other Events As previously reported, certain current and former officers and members of the board of directors of the Company have been named as defendants in stockholder derivative actions pending in the United States District Court for the Northern District of California, captioned In re Okta, Inc. Stockholder Derivative Litigation, No. 3:22-cv-07480, in the United States District Court for the District of Delaware, captioned Buono v. McKinnon et al., No. 1:23-cv-00413, and Nasr v. McKinnon, et al., No. 1:24-cv-00106, respectively, and in the Court of Chancery of the State of Delaware, captioned In re Okta, Inc. Stockholder Derivative Litigation, C.A. No. 2024-0685-PAF. These matters are referred to collectively as the “Derivative Actions.” In addition, the Company’s board of directors has received litigation demands from two stockholders raising similar allegations to those set forth in the Derivative Actions (the stockholder demands and Derivative Actions are collectively referred to as the “Derivative Matters”).

On June 26, 2025, the parties in the Derivative Matters entered into a Stipulation and Agreement of Settlement (the “Stipulation”) to resolve the Derivative Matters. The proposed settlement of the Derivative Matters was filed in the United States District Court for the Northern Dis